Churchill Downs Race Track

Churchill Downs race track is a 147-acre race track in Louisville, Kentucky. This track is known
worldwide for its yearly hosting of what is probably the most famous
horseracing event in the world - the Kentucky Derby.

There are typically two race meets (or seasons) at Churchill Downs race track each year - the
Spring Meet and the Fall Meet. The Spring meet is normally about 3 months long
while the Fall meet lasts about 1 month.

Each year, Churchill Downs race track plays host to some of the most important stakes
events in America. Aside from the Kentucky Derby, major stakes events hosted
by the track include the Kentucky Oaks, Clark Handicap, Fleur de Lis Handicap,
Falls City Handicap and the Stephen Foster Handicap.

The fortunes of Churchill Downs race track and the Kentucky Derby are inevitably tied
to each other and one's success complements the other. Combined Kentucky
Derby Day wagering, on and off track, has increased from $26,805,205 in 1985
to a whopping $140,250,590 in 2003. In tandem with that, Churchill Downs race track has
become a leader in simulcast wagering as both a host and receiver. As a receiver,
the $15 million Sports Spectrum, a state-of-the-art wagering center located
seven miles from the track and constructed in 1992, has proven a national leader.
The success in these areas has helped increase Churchill Downs race track horsemen's purses.

History of Churchill Downs Race Track

In 1872-1873, Col. M. Lewis Clark, inspired by the Epsom Derby in England,
devised the idea of establishing a Louisville Jockey Club for conducting race
meets. He developed a race track that would serve to showcase the Kentucky
breeding industry.

Clark and a group of prominent Louisville gentlemen met in June 1874 to prepare
articles of incorporation with the actual filing for the Louisville Jockey
Club and Driving Park Association taking place on June 20.

To fund the track's construction, Clark sold membership subscriptions
to the track. Eighty acres of land, approximately three miles south of downtown
were leased from Clark's uncles, John and Henry Churchill. A clubhouse, grandstand,
porter's lodge and six stables were all eventually constructed on the site
for the track's opening.

The track formally opened May 17, 1875. For his inaugural race meet, Clark
planned three major stakes races, the Kentucky Derby, Kentucky Oaks and Clark
Handicap, which were patterned after the three premier races in England, the
Epsom Derby, Epsom Oaks and St. Leger Stakes, respectively. These events have
each since been held yearly at Churchill Downs race track.

Despite the success of the first Kentucky Derby, the track was not financially
successful. On November 24, 1894, the New Louisville Jockey Club was incorporated
with William F. Schulte being appointed president and Clark retained as presiding
judge for the track.

Under Schulte, a new grandstand was constructed during fall 1894 - spring
1895 on the opposite side of the track. This grandstand was complemented by
two spires constructed atop the roof. The twin spires would soon become the
symbol of Churchill Downs race track and the Kentucky Derby.

After financial problems plagued the race track at the turn of the century,
a new management group headed by former Louisville Mayor Charles Grainger took
over the operations. Under this administration, the track finally showed its
first profit in 1903. As the Kentucky Derby grew in popularity, so did the
race track.

Big renovations over the years led to a resurgence of the track and also helped
attract the Breeders Cup Championship. Churchill Downs race track has successfully registered
four of the top five attendance totals for the event: a record 80,452 in 1998;
71,671 in 1994, second; 71,237 in 1988, third; and 66,204 in 1991, fifth.

A key to the future success of Churchill Downs Incorporated rests upon the
Company's potential for development and expansion. In September 1994, the Churchill Downs race track Management Company, a wholly-owned subsidiary of Churchill Downs Incorporated,
opened Hoosier Park, a standardbred and thoroughbred race track at Anderson,
Indiana.

Churchill Downs Inc. also purchased Ellis Park in Henderson, Ky. & Kentucky
Horse Center in Lexington, Ky. in April 1998, Calder Race Course in Miami in
April 1999 and Hollywood Park in September 1999. In 2000, the company added
Arlington Park in Illinois to the Churchill Downs race track Incorporated network of race tracks.

Churchill Downs race track's success has been made through consistent commitment
to quality racing and this commitment ensures that Churchill Downs race track will continue
to be one of the premier racing centers in North America.